Common use of Company Purchases Clause in Contracts

Company Purchases. Without the prior written consent of Dealer and except for purchases that are not solicited by or on behalf of Counterparty, its affiliates or affiliated purchasers (each as defined in Rule 10b-18 of the Exchange Act) or purchases executed by Dealer or an Affiliate of Dealer, Counterparty shall not purchase, and shall cause its affiliates or affiliated purchasers not to directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or enter into any derivative transaction that would reasonably be expected to result in any purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares on any Relevant Contract Day during the Trading Period, any Cash Settlement Pricing Period (regardless of whether Cash Settlement by Counterparty applies) or any Share Termination Period; provided that this Section 5(d) shall not (i) limit the Counterparty’s ability, pursuant to its employee incentive plan or dividend reinvestment program, to re-acquire Shares in connection with the related equity transactions, (ii) limit Counterparty’s ability to withhold shares to cover tax liabilities associated with such equity transactions or (iii) limit Counterparty’s ability to grant stock and options to “affiliated partners” (as defined in Rule 10b-18) or the ability of such affiliated purchasers to acquire such stock or options, in connection with the Counterparty’s compensation policies for directors, officers and employees or any agreements with respect to the compensation of directors, officers or employees of any entities that are acquisition targets of Counterparty, and in connection with any such purchase Counterparty will be deemed to represent to Dealer that such purchase does not constitute a “Rule 10b-18 Purchase” (as defined in Rule 10b-18) (any such incentive or compensatory plan, program or policy of Counterparty, a “Compensatory Plan”); provided further that after July 27, 2014 the Counterparty may repurchase a number of shares in the open market on such Exchange Business Day up to 5% of the ADTV (as defined under Rule 10b-18) available on such Exchange Business Day through Dealer pursuant to customary open market repurchase documentation agreed to between the Counterparty and Dealer in compliance with the provisions of Rule 10b-18.

Company Purchases. Without the prior written consent of Dealer the Seller, which consent shall not be unreasonably withheld or delayed, the Company shall not, and except for purchases that are not solicited by or on behalf of Counterparty, shall cause its affiliates or and affiliated purchasers (each as defined in Rule 10b-18 of the Exchange Act10b-18) or purchases executed by Dealer or an Affiliate of Dealernot to, Counterparty shall not purchase, and shall cause its affiliates or affiliated purchasers not to directly or indirectly (including, without limitation, by means of any a cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or enter into any derivative transaction that would reasonably be expected to result in any purchase of, or commence any tender offer relating to, any Shares shares of Common Stock (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares on any Relevant Contract Day shares of Common Stock during the Trading Periodperiod beginning on, any Cash Settlement Pricing Period (regardless and including, the Purchase Date and ending on, and including, the date all payments or deliveries of whether Cash Settlement by Counterparty applies) or any Share Termination Periodshares pursuant to Section 5 below have been made; provided that this Section 5(dpurchases of shares of Common Stock effected by or for a plan of the Company by an agent independent of the issuer that satisfy the requirements of Rule 10b-18(a)(13)(ii) shall not (i) limit “plan” and “agent of the Counterparty’s ability, pursuant to its employee incentive plan or dividend reinvestment program, to re-acquire Shares in connection with the related equity transactions, (ii) limit Counterparty’s ability to withhold shares to cover tax liabilities associated with such equity transactions or (iii) limit Counterparty’s ability to grant stock and options to “affiliated partnersissuer” (each being used as defined in Rule 10b-18) shall not be subject to the requirements of this sentence; provided further that, for purposes of this Section 4, the Seller hereby consents to the Rule 10b5-1 Stock Purchase Plan entered into between the Company and an affiliate of the Seller on the date of this Letter Agreement. During such time, any purchases of Common Stock (or any security convertible into or exchangeable for shares of Common Stock) by the ability Company shall be made through BAS, which is an affiliate of the Seller, pursuant to a letter substantially in the form of Appendix A hereto and subject to such affiliated purchasers to acquire such stock conditions as the Seller shall impose, and shall be in compliance with Rule 10b-18 or optionsotherwise in a manner that the Company and the Seller believe is in compliance with applicable requirements (including, in connection with without limitation, Rule 10b-5, Regulation 13D-G and Regulation 14E under the Counterparty’s compensation policies for Exchange Act). Notwithstanding the foregoing, the Seller acknowledges that directors, officers and employees of the Company shall be entitled, in their discretion, to exercise stock options granted by the Company pursuant to existing equity compensation plans without restriction or any agreements with respect obligation to the compensation of directors, officers Seller or employees of any entities that are acquisition targets of Counterparty, and in connection with any such purchase Counterparty will be deemed to represent to Dealer that such purchase does not constitute a “Rule 10b-18 Purchase” (as defined in Rule 10b-18) (any such incentive or compensatory plan, program or policy of Counterparty, a “Compensatory Plan”); provided further that after July 27, 2014 the Counterparty may repurchase a number of shares in the open market on such Exchange Business Day up to 5% of the ADTV (as defined under Rule 10b-18) available on such Exchange Business Day through Dealer pursuant to customary open market repurchase documentation agreed to between the Counterparty and Dealer in compliance with the provisions of Rule 10b-18BAS hereunder.

Company Purchases. Without the prior written consent of Dealer the Seller, the Company shall not, and except for purchases that are not solicited by or on behalf of Counterparty, shall cause its affiliates or and affiliated purchasers (each as defined in Rule 10b-18 of the Exchange Act10b-18) or purchases executed by Dealer or an Affiliate of Dealernot to, Counterparty shall not purchase, and shall cause its affiliates or affiliated purchasers not to directly or indirectly (including, without limitation, by means of any a cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or enter into any derivative transaction that would reasonably be expected to result in any purchase of, or commence any tender offer relating to, any Shares shares of Common Stock (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares on any Relevant Contract Day shares of Common Stock during the Trading Periodperiod beginning on, any Cash Settlement Pricing Period (regardless and including, the Purchase Date and ending on, and including, the earlier of whether Cash Settlement by Counterparty applies) or any Share Termination Period; provided that this Section 5(d) shall not (i) limit the Counterparty’s abilitylast scheduled Trading Day of the Averaging Period (without giving effect to any acceleration thereof) and (ii) if the last day of the Averaging Period has been accelerated, five days after the last day of the Averaging Period. During such time, any purchases of Common Stock (or any security convertible into or exchangeable for shares of Common Stock) by the Company shall be made through BAS, which is an affiliate of the Seller, pursuant to its employee incentive plan or dividend reinvestment program, a letter substantially in the form of Appendix A hereto and subject to re-acquire Shares in connection with such conditions as the related equity transactions, (ii) limit Counterparty’s ability to withhold shares to cover tax liabilities associated with such equity transactions or (iii) limit Counterparty’s ability to grant stock and options to “affiliated partners” (as defined in Rule 10b-18) or the ability of such affiliated purchasers to acquire such stock or options, in connection with the Counterparty’s compensation policies for directors, officers and employees or any agreements with respect to the compensation of directors, officers or employees of any entities that are acquisition targets of CounterpartySeller shall reasonably impose, and shall be in connection compliance with any such purchase Counterparty will be deemed to represent to Dealer that such purchase does not constitute a “Rule 10b-18 Purchase” (as defined or otherwise in Rule 10b-18) (any such incentive or compensatory plan, program or policy of Counterparty, a “Compensatory Plan”); provided further manner that after July 27, 2014 the Counterparty may repurchase a number of shares in Company and the open market on such Exchange Business Day up to 5% of the ADTV (as defined under Rule 10b-18) available on such Exchange Business Day through Dealer pursuant to customary open market repurchase documentation agreed to between the Counterparty and Dealer Seller reasonably believe is in compliance with the provisions requirements of applicable law (including, without limitation, Rule 10b-1810b-5, Regulation 13D-G and Regulation 14E under the Exchange Act); provided, that this Section 4 shall not apply to: (i) privately negotiated purchases of Common Stock (or any security convertible into or exchangeable for shares of Common Stock) by an affiliate or affiliated purchaser of the Company from another such affiliate or affiliated purchaser; (ii) purchases of Common Stock pursuant to exercises of stock options granted to affiliates or affiliated purchasers of the Company; (iii) purchases of Common Stock from holders of performance shares or units or restricted shares or units to satisfy tax withholding requirements in connection with vesting; (iv) the conversion by holders of convertible securities of the Company previously issued; or (v) the purchases of shares of Common Stock effected by or for a plan of the Company by an agent independent of the issuer that satisfy the requirements of Section 10b-18(a)(13)(ii), and provided further that for the avoidance of doubt, the receipt by affiliates or affiliated purchasers of the Company of grants under any Company equity incentive plan or retirement plan shall not constitute a purchase of Common Stock governed by Section 4.

Company Purchases. Without the prior written consent of Dealer and except for purchases that are not solicited by or on behalf of Counterparty, its affiliates or affiliated purchasers (each as defined in Rule 10b-18 of the Exchange Act) or purchases executed by Dealer or an Affiliate of Dealer, Counterparty shall not purchase, and shall cause its affiliates or affiliated purchasers not to directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or enter into any derivative transaction that would reasonably be expected to result in any purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares on any Relevant Contract Day during the Trading Period, any Cash Settlement Pricing Period (regardless of whether Cash Settlement by Counterparty applies) or any Share Termination Period; provided that this Section 5(d) shall not (i) limit the Counterparty’s ability, pursuant to its employee incentive plan or equity agreements or dividend reinvestment program, to re-acquire Shares in connection with the related equity transactions, (ii) limit Counterparty’s ability to withhold shares to cover tax liabilities associated with such equity transactions or (iii) limit Counterparty’s ability to grant stock and options to “affiliated partners” (as defined in Rule 10b-18) or the ability of such affiliated purchasers to acquire such stock or options, in connection with the Counterparty’s compensation policies for directors, officers and employees or any agreements with respect to the compensation of directors, officers or employees of any entities that are acquisition targets of Counterparty, and in connection with any such purchase Counterparty will be deemed to represent to Dealer that such purchase does not constitute a “Rule 10b-18 Purchase” (as defined in Rule 10b-18) (any such incentive or compensatory plan, program or policy of Counterparty, a “Compensatory Plan”); provided further that after July 27, 2014 the Counterparty may repurchase a number of shares in the open market on such Exchange Business Day up to 5% of the ADTV (Designated OMR Threshold, as defined under Rule 10b-18) available on such Exchange Business Day specified in Schedule A, through Dealer pursuant to customary open market repurchase documentation agreed to between the Counterparty and Dealer in compliance with the provisions of Rule 10b-18.

Company Purchases. Without the prior written consent of Dealer and except for purchases that are not solicited by or on behalf of Counterparty, its affiliates or affiliated purchasers (each as defined in Rule 10b-18 of the Exchange Act) or purchases executed by Dealer or an Affiliate of Dealer, Counterparty shall not purchase, and shall cause its affiliates or affiliated purchasers not to directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or enter into any derivative transaction that would reasonably be expected to result in any purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares on any Relevant Contract Day during the Trading Period, any Cash Settlement Pricing Period (regardless of whether Cash Settlement by Counterparty applies) or any Share Termination Period; provided that this Section 5(d) shall not (i) limit the Counterparty’s ability, pursuant to its employee incentive plan or dividend reinvestment program, to re-acquire Shares in connection with the related equity transactions, (ii) limit Counterparty’s ability to withhold shares to cover tax liabilities associated with such equity transactions or (iii) limit Counterparty’s ability to grant stock and options to “affiliated partners” (as defined in Rule 10b-18) or the ability of such affiliated purchasers to acquire such stock or options, in connection with the Counterparty’s compensation policies for directors, officers and employees or any agreements with respect to the compensation of directors, officers or employees of any entities that are acquisition targets of Counterparty, and in connection with any such purchase Counterparty will be deemed to represent to Dealer that such purchase does not constitute a “Rule 10b-18 Purchase” (as defined in Rule 10b-18) (any such incentive or compensatory plan, program or policy of Counterparty, a “Compensatory Plan”); provided further that after July 27, 2014 the Counterparty may repurchase a number of shares in the open market on such Exchange Business Day up to 5% of the ADTV (as defined under Rule 10b-18) available on such Exchange Business Day through Dealer pursuant to customary open market repurchase documentation agreed to between the Counterparty and Dealer in compliance with the provisions of Rule 10b-18.

Company Purchases. Without the prior written consent of Dealer the Seller, the Company shall not, and except for purchases that are not solicited by or on behalf of Counterparty, shall cause its affiliates or and affiliated purchasers (each as defined in Rule 10b-18 of the Exchange Act10b-18) or purchases executed by Dealer or an Affiliate of Dealernot to, Counterparty shall not purchase, and shall cause its affiliates or affiliated purchasers not to directly or indirectly (including, without limitation, by means of any a cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or enter into any derivative transaction that would reasonably be expected to result in any purchase of, or commence any tender offer relating to, any Shares shares of Common Stock (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares on any Relevant Contract Day shares of Common Stock during the Trading period beginning on, and including, the Purchase Date and ending on, and including, the last day of the Averaging Period or, if there is a Valuation Period, any Cash Settlement Pricing Period (regardless the last day of whether Cash Settlement by Counterparty applies) or any Share Termination the Valuation Period; provided that this purchases of shares of Common Stock effected by or for a plan of the Company by an agent independent of the issuer that satisfy the requirements of Section 5(d10b-18(a)(13)(ii) shall not (i) limit “plan” and “agent independent of the Counterparty’s ability, pursuant to its employee incentive plan or dividend reinvestment program, to re-acquire Shares in connection with the related equity transactions, (ii) limit Counterparty’s ability to withhold shares to cover tax liabilities associated with such equity transactions or (iii) limit Counterparty’s ability to grant stock and options to “affiliated partnersissuer” (each being used as defined in Rule 10b-18) or shall not be subject to the ability requirements of this sentence. During such affiliated purchasers to acquire such stock or optionstime, in connection with the Counterparty’s compensation policies for directors, officers and employees any purchases of Common Stock (or any agreements with respect to security convertible into or exchangeable for shares of Common Stock) by the compensation Company (other than purchases of directors, officers shares of Common Stock effected by or employees for a plan of any entities the Company by an agent independent of the issuer that are acquisition targets satisfy the requirements of Counterparty, Section 10b-18(a)(13)(ii) (“plan” and in connection with any such purchase Counterparty will be deemed to represent to Dealer that such purchase does not constitute a “Rule 10b-18 Purchaseagent independent of the issuer” (each being used as defined in Rule 10b-18)) (any such incentive or compensatory planshall be made through BAS, program or policy which is an affiliate of Counterpartythe Seller, pursuant to a “Compensatory Plan”); provided further that after July 27, 2014 the Counterparty may repurchase a number of shares letter substantially in the open market on form of Appendix A hereto and subject to such Exchange Business Day up to 5% of conditions as the ADTV (as defined under Rule 10b-18) available on such Exchange Business Day through Dealer pursuant to customary open market repurchase documentation agreed to between the Counterparty Seller shall impose, and Dealer shall be in compliance with Rule 10b-18 or otherwise in a manner that the provisions of Company and the Seller believe is in compliance with applicable requirements (including, without limitation, Rule 10b-1810b-5, Regulation 13D-G and Regulation 14E under the Exchange Act).